Delaware Supreme Court Issues Important Ruling Addressing Fiduciary Duties When Reincorporating out of Delaware

On February 4, 2025, the Delaware Supreme Court issued its much-anticipated decision in the TripAdvisor litigation addressing the standard of review that applies to a board’s decision to reincorporate from Delaware to another jurisdiction. The court determined that TripAdvisor’s proposed reincorporation from Delaware to Nevada should be reviewed under the business judgment standard of review, under which courts will defer to the judgment of boards and dismiss ensuing fiduciary duty claims from stockholders. Read WSGR’s alert on the decision here.